sindependence day, i would like to congratulate all my · 2016-05-12 · collective roles and...

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CHAIRMAN’S MESSAGE Editor: Imran Ghaznavi Asst. Editor: Asfandyar Khattak For contributions & suggestions contact us at: Internal & External Communications Department, SECP, NIC Building Jinnah Avenue Islamabad Ph: 051-9218593, Fax: 051-9206459 [email protected] VISION MISSION The development of modern and efficient corporate sector and capital market, based on sound regulatory principles, that provide impetus for high economic growth and foster social harmony in the country. To develop a fair, efficient and transparent regulatory framework, based on international legal standards and best practices, for the protection of investors and mitigation of systemic risk aimed at fostering growth of a robust corporate sector and broad based capital market in Pakistan. THE OFFICIAL NEWSLETTER Securities and Exchange Commission of Pakistan August / September 2008 www.secp.gov.pk ENGLISH SECTION Page 2 Page 4 Page 6 Page 7 URDU SECTION Page 9 Page 8 2 1 ince this issue of the newsletter coincides with our Independence Day, I would like to congratulate all my Scolleagues and readers of this newsletter on the 62nd Independence Day of our beloved country. This is an occasion to celebrate as well as to contemplate our individual and collective roles and responsibilities towards the development of our country. Freedom is a blessing and we must thank Allah Almighty for rewarding us with such an amazing homeland with full of opportunities and resources. We must work together with sincerity and dedication to make it one of the most outstanding countries of the world. We must remember that, at SECP we are striving hard to increase the effectiveness of our operations by updating our systems through the use of advance technologies. A step ahead in this regard is the launch of eServices project this month. With eServices we have entered, a new era of service provision, wherein we are just a single click away from the corporate sector. eServices strives to create a speedy and transparent paperless environment thus making it easier for companies to interact with and obtain information from SECP electronically in a very short span of time. This project is first of its kind in the corporate history of Pakistan, which gave us an edge into the region and also brought us parallel to the world's advanced countries like USA, UK and Australia. Moreover, to keep the our employees informed on the media coverage on SECP and developments taking place in other areas of the country's economy, a News Management System has been developed, which is operational on real time basis. One of SECP's key responsibilities is to develop an effective regulatory framework for the sectors under its purview. This month we have issued drafts of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008; Stock Exchanges (Corporatisation, Demutualisation and Integration) Rules, 2008; Private Equity & Venture Capital Fund Regulations, 2008 and the Non-Banking Finance Companies and Notified Entities, Regulations, 2008. Further, amendments to the (Issue of Capital) Rules, 1996 have been prepared and sent to the Ministry of Finance for approval. Our regulatory philosophy is based on the principle of developmental regulations and we want to strengthen all economic sectors through active legislation and enforcement. The aim of our efforts is to provide an enabling environment to business community of the country and investors from home and abroad to invest in the markets in Pakistan. We are putting up our best efforts to expand the net of corporate sector, strengthen the non-banking financial and insurance sectors apart from other areas under our purview. The result of our policies is reflected in a healthy growth of corporate and non-banking financial sectors and investments in the capital market. We will stick to our reform agenda and make all efforts to protect investors and support the business community. Corporate Sector Development in Pakistan Anti-Money Laundering Regulatory Challenges in Islamic Capital Markets Hostile Takeovers eServices Project Launched Rollout of Analyst Certification Program Razi-ur-Rahman Khan August 31, 2008 Razi-ur-Rahman Khan

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Page 1: SIndependence Day, I would like to congratulate all my · 2016-05-12 · collective roles and responsibilities towards the development of our country. ... Stock Exchanges (Corporatisation,

CHAIRMAN’S MESSAGE

Editor: Imran Ghaznavi

Asst. Editor: Asfandyar Khattak

For contributions & suggestions contact us at:

Internal & External Communications Department,

SECP, NIC Building Jinnah Avenue Islamabad

Ph: 051-9218593, Fax: 051-9206459

[email protected]

V I S I O N M I S S I O NThe development of modern and efficient corporate

sector and capital market, based on sound

regulatory principles, that provide impetus for high

economic growth and foster social harmony in the

country.

To develop a fair, efficient and transparent regulatory framework,

based on international legal standards and best practices, for the

protection of investors and mitigation of systemic risk aimed at fostering

growth of a robust corporate sector and broad based capital market in

Pakistan.

T H E O F F I C I A L N E W S L E T T E R

Securities and Exchange Commission of PakistanAugust / September 2008

w w w . s e c p . g o v . p k

ENGLISH SECTIONPage 2

Page 4

Page 6

Page 7

URDU SECTION

Page 9

Page 8

2

1

ince this issue of the newsletter coincides with our Independence Day, I would like to congratulate all my Scolleagues and readers of this newsletter on the 62nd

Independence Day of our beloved country. This is an occasion to celebrate as well as to contemplate our individual and collective roles and responsibilities towards the development of our country. Freedom is a blessing and we must thank Allah Almighty for rewarding us with such an amazing homeland with full of opportunities and resources. We must work together with sincerity and dedication to make it one of the most outstanding countries of the world.

We must remember that, at SECP we are striving hard to increase the effectiveness of our operations by updating our systems through the use of advance technologies. A step ahead in this regard is the launch of eServices project this month. With eServices we have entered, a new era of service

provision, wherein we are just a single click away from the corporate sector. eServices strives to create a speedy and transparent paperless environment thus making it easier for companies to interact with and obtain information from SECP electronically in a very short span of time. This project is first of its kind in the corporate history of Pakistan, which gave us an edge into the region and also brought us parallel to the world's advanced countries like USA, UK and Australia.

Moreover, to keep the our employees informed on the media coverage on SECP and developments taking place in other areas of the country's economy, a News Management System has been developed, which is operational on real time basis.

One of SECP's key responsibilities is to develop an effective regulatory framework for the sectors under its purview. This month we have issued drafts of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008; Stock Exchanges (Corporatisation, Demutualisation and Integration) Rules, 2008; Private Equity & Venture Capital Fund Regulations, 2008 and the Non-Banking Finance Companies and Notified Entities, Regulations, 2008. Further, amendments to the (Issue of Capital) Rules, 1996 have been prepared and sent to the Ministry of Finance for approval. Our regulatory philosophy is based on the principle of developmental regulations and we want to strengthen all economic sectors through active legislation and enforcement.

The aim of our efforts is to provide an enabling environment to business community of the country and investors from home and abroad to invest in the markets in Pakistan. We are putting up our best efforts to expand the net of corporate sector, strengthen the non-banking financial and insurance sectors apart from other areas under our purview. The result of our policies is reflected in a healthy growth of corporate and non-banking financial sectors and investments in the capital market. We will stick to our reform agenda and make all efforts to protect investors and support the business community.

Corporate Sector Developmentin Pakistan

Anti-Money Laundering

Regulatory Challenges inIslamic Capital Markets

Hostile Takeovers

eServices Project Launched

Rollout of Analyst CertificationProgram

Razi-ur-Rahman KhanAugust 31, 2008

Razi-ur-Rahman Khan

Page 2: SIndependence Day, I would like to congratulate all my · 2016-05-12 · collective roles and responsibilities towards the development of our country. ... Stock Exchanges (Corporatisation,

Securities and Exchange Commission of Pakistan

ndn August, we celebrated our 62 I“Independence Day”, which once

again reminded us the struggle of

independence and the sacrifices made by

our forefathers in the process of getting

independent homeland. I always

believed in the amazing human capital

we have in Pakistan; we are the best and

capable of delivering amazing results.

Let's join hands together in making our

beloved homeland, the strongest brand

among the other nations of the world.

Me and my team is putting up its best

efforts to update you on various avenues

of SECP and this is only due to your

motivation, support and feedback.

In this issue, we have quality articles on

corporate sector development in

Pakistan, anti-money laundering, hostile

takeovers and regulatory challenges in

Islamic market which will provide you

food for thought.

SECP is fully cognizant of its responsibility

for developing professionals in the

Capital Market and in this regard SECP in

collaboration with CFA Institute and CFA

Pakistan has recently launched Analyst

Certification Program (ACP) and the most

talked about event in the corporate

history of Pakistan is the launch of

eServices project. Special articles on both

have been included in the newsletter.

Apart from the above, this issue also

highlights the month in the history of

business and HR activities .

We look forward for your input, which will

enable us to make the newsletter more

effective and entertaining.

Happy reading.

CORPORATE SECTOR DEVELOPMENT IN PAKISTAN

“To excel as a corporate registry by developing a progressive, growing and robust corporate sector to facilitate the healthy growth of companies, protect the rights of investors, creditors and other stakeholders, adequately ensure

enhanced compliance by companies, and contribute towards socio-economic development of the economy of the country”

O U R V I S I O N

Total Portfolio (as on 30.06.2008)

Company Kind Number of

Companies

Public Company

2,785

Private Company

46,132

Single Member Company

771

Companies Limited by Guarantee u/s 43

63

Not for profit Associations u/s 42

398

Trade Organizations

203

Foreign Companies

725

Unlimited Companies

3

Total

51,080

ne of SECP’s main functions is 2008 compared to 910 companies Othe registration of companies registered in the financial year 1998-under the Companies Ordinance, 99.1984. SECP performs this function through the Registration Department of the Company Law Division (CLD) and eight Company Registration Offices (CROs) located at Karachi, Lahore, Islamabad, Peshawar, Faisalabad, Multan, Quetta and Sukkur. The department has a diverse role of formation of companies and ensuring that all companies comply with the laws.StrategyAs an emerging market regulator as well as a facilitator to the corporate sector, SECP has developed a two pronged strategy that not only Major Reforms for Corporate facilitates an easy entry of the entities Sector Development:into the corporate sector, but also

i. Major Legislative Reforms:ensures their continuous growth and development, for the benefit of

• Initial incorporation fees were economy and public. Over the recent reduced to encourage corporatization years, SECP has supported the • Single Member Companies corporate sector through taking a Rules, 2003 were framed to provide a number of facilitation steps and regulatory framework for SMCs. introducing market development • Companies (Registration reforms. One of the focus areas has Offices) Regulation, 2003 were been to encourage corporatization in formulated to improve document order to bring transparency and management and internal working of create an enabling environment for the CROs; the growth and success of corporate • Several Amendments were entities.introduced in the Companies Corporate Sector GrowthOrdinance, 1984, through Finance Over the past fifty years the corporate Act, 2007. Significantly, these include sector in Pakistan has been in a enabling online registration and constant flux. As of June 30, 2008, the submission of returns, abolition of total number of registered companies jurisdiction of registration offices in e-with SECP has reached 51,080. registration regime, reducing the time Accelerated growth trends have been of holding of AGM by companies, seen in the year-wise total new submission of annual accounts by big incorporations; a total of 4,781 private companies, etc.companies have been registered

during the financial year ending June

August / September 2008

E D I T O R I A LE D I T O R I A L

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Securities and Exchange Commission of Pakistan

CORPORATE GROWTH total of 387 companies have been registered during the Aggregate authorized capital and paid up capital of the Amonth of July, 2008, comprising of 7 public unlisted, 361 companies registered during the month of July, 2008

private, 13 single member companies, 5 associations not for amounted to Rs. 3,256.51 million and Rs. 820,37 million

profit u/s 42 and 1 foreign company. respectively.

Company Registration Office (CRO), Lahore registered the The most flourishing sector in terms of number of new

highest number of 124 companies, followed by CRO Karachi registration was the Hajj and Umrah services sector whereby

with 108 new incorporations. The CRO Islamabad 76 companies were registered, followed by 63 companies

contribution towards new registered companies was 87, while registered in services, 35 in trading, 21 in communications,

the CROs, Peshawar, Multan, Quetta, Faisalabad and Sukkur 19 in construction, 17 in tourism and 14 in textile sector.

registered 16, 17, 16, 18 and 1 company, respectively.

• Companies (General Provisions and Forms) Rules, 1985 were amended to give effect of online submissions by the companies with regard to e-Services project.

ii. Major Market Development Reforms:

Expeditious corporatization process: Expeditious service delivery through provision of one window operation was ensured at CROs; a company can now be incorporated within three days.

Abolition of Stamp Duty: On the recommendations from Companies Easy Exit Scheme (CEES). CRS provided an SECP, the stamp duty on memorandum and articles of opportunity to the defaulting companies to file overdue association has been abolished by all the provincial returns. The latter scheme, i.e., CEES provided an easy exit to governments.the companies which were either not in operation or failed to

Awareness campaign Awareness/ advertising campaign was commence or continue business due to various reasons.launched to improve statutory compliance, creating awareness on the benefits of corporatization and to curb Way Forward unauthorized/ illegal business activities. e-Services Project

One of the main focus areas of SECP is to provide online Publication of guide-line booklets: The SECP’s guidance role

services to the corporate sector. SECP has launched its e-to the corporate sector has further been strengthened

Services project; the project entails provision of online through the publication of our guidance booklet series.

services to facilitate the corporate sector, practitioners, consultants and general public at large. The project

Features on Web-site: Our website also contains company facilitates the functions of online availability of name, e-

name search facility and standardized memorandum of incorporation of companies and e-filing of statutory returns.

association for various sectors to facilitate the promoters. This is a great achievement not only in provision of services

Now one can download the desired Memorandum and online but also in making easy accessibility to records of

Articles of Association and Forms from the web-site.companies.

Tax Reforms: The SECP also focused on the pressing issue of excessive tax burden on corporate entities and on the recommendations made by SECP, certain preferential tax treatments have been conferred upon small companies.

Facilitating Schemes: The SECP launched facilitating schemes i.e., Companies Regularization Scheme (CRS) and

August / September 2008

Over the past fifty years the corporate

sector in Pakistan has been in a constant

flux. As of June 30, 2008, the total

number of registered companies with

SECP has reached 51,080

“We, at the SECP, are committed to continue our efforts for the corporate growth, and to

facilitate the corporate sector and strive to provide the corporate sector with quality

services for the benefit of the corporate sector”

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Securities and Exchange Commission of Pakistan

Rizwan Ul Haq, Deputy Director, ANTI MONEY LAUNDERING

customers and adhering to the strictest regulatory norms. These oney laundering is a process whereby the origin of M risk profiles should be periodically re-assessed through clearly funds generated by illegal means is concealed (drug defined on-going due diligence procedures.trafficking, gun smuggling, corruption, etc.). The objective of

the operation, which usually takes places in several stages, Repository: Effective management of KYC data and documents consists in making the capital and assets that are illegally through internal data analysis and also reference to external gained seem as though they are derived from a legitimate sources on a robust technology platform is crucial in managing source, and inserting them into economic circulation. regulatory risk.Money laundering is not a new phenomenon: it’s as old as

Standardized processes: Organizations operating in multiple crime itself. Criminals have always endeavored to conceal

countries or having multiple business units need to standardize the origin of illegally generated funds in order to erase all

their processes and reporting to gain visibility of AML gaps and trace of their wrongdoings. Nevertheless, the forms and

build effective and sustainable remediation programmes.dimensions of this type of crime have evolved in recent

Training & Communications: AML awareness within an years. Since the seventies, the escalation of the drug market organization is crucial in ensuring effective compliance with the and globalization of organized crime have led to a collective AML programme. Hence formal training, communication and raised awareness with regard to the problem of money on-going monitoring must be integral to the overall AML effort.laundering.Pakistan promulgated the AML Ordinance in September 2007 in

light of international standards and Financial Action Task Force

(FATF) recommendations and as a result of Constitutional

Amendment in November 2007; the same has become a

permanent law. The Ordinance is an outcome of the efforts

made by the working group comprising all major stakeholders

including SECP. The provisions of AML law are being enforced by

an Apex body, National Executive Committee (NEC) which is

assisted by a General Committee (GC). SECP is member of both

committees. SECP is playing an active role in drafting of rules

and regulations under the AML Ordinance as well as in the Anti-Money Laundering – AMLreview of Ordinance for further amendments in line with Anti Money Laundering (AML) is the set of procedures, laws international AML / CFT standards.or regulations designed to stop the practice of generating SECP, being the regulator, is responsible for effective income through illegal actions. Although AML laws cover enforcement of AML provisions in non-banking financial only a relatively limited number of transactions and criminal institutions, insurance companies, corporate world and capital behaviors, their implications are extremely far reaching.markets. SECP-AML unit is fully aware of its responsibility in Money laundering is estimated to account for between 2 % focusing the issue and understands that its role is primarily of to 4% of the global GDP. Governments and regulators are preventive and not of investigative nature. SECP has taken a adopting and enforcing standards and legislations to meet number of relevant measures, including:their requirements leading financial institutions globally to 'Know your Customer' regulations: SECP has applied 'know comply with various different sets of rules. Organizations your customer' (KYC) regulations to stock exchanges, securities can go a long way towards a robust AML programme by brokers and dealers, trusts and other non-bank financial ensuring the placement of following AML componentsinstitutions.Risk Based Frame Work: A comprehensive risk based

framework is essential to segment customers into different

AML risk profiles and ensure adequate focus on those who

represent the highest risk. The framework must factor in the

dimensions of customers, geography, industry and product

risk.

Customer Due Diligence and Ongoing Diligence:

Financial institutions must establish global Know Your

Customer (KYC) profiles of their customers during their

customer take-on process based on AML risk of the

Although AML laws cover only a

relatively limited number of

transactions and criminal

behaviors, their implications are

extremely far reaching

The provisions of AML law are being

enforced by an Apex body, National

Executive Committee (NEC) which is

assisted by a General Committee (GC)

August / September 2008

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Securities and Exchange Commission of Pakistan

Standardized Account Opening Form: SECP had standardized account opening form, in line with the formulated a Standardized Account Opening Form, being recommendations of 'know your customer' policies & followed by the stock exchanges since January 15, 2004, procedures, was introduced by Modarba Association of Pakistan laying down the minimum disclosure requirements, in 2004 for purchase of certificates of musharika.includes standard terms and conditions and strikes a Pension funds: SECP has mandated the inclusion of following balance between the rights and obligations of both investors clauses in Trust Deeds of Pension Funds to prevent money as well as brokers. The KYC form aims at discouraging laundering through these funds:money laundering by focusing on 'know your customer'

a) The Pension Fund Manager or the Distribution principle and will foster greater market transparency and

Company may at any time refuse to accept the contribution investor confidence.

in any of the following cases:

· Contribution is contrary to the KYC Rules or policy of the Pension Fund Manager or any other Money Laundering Rules or rules framed by the Pension Fund Manager for self regulation.

· Non-availability of a valid CNIC/ NICOP Number of the applicant.

· Contribution is contrary to the rules of the foreign jurisdiction that the PPF or the Participant may be subject to or if acceptance of contribution may subject the Fund or Fund Manager to additional regulations under a foreign jurisdiction. Introduction of UIN and mandatory use of Client Codes

· Contrary to the interests of the Pension Fund Manager by Brokers: SECP, to counter money laundering through or the PPF or the Participants.creation of a traceable link between transactions, has made

entry of client code mandatory for the brokers and has also b) Detailed account opening / registration, withdrawal introduced Unique Identification Number (UIN) at the three forms have been introduced for private pension funds.stock exchanges for client's w.e.f. June 05, 2006 and August Fraud Investigation Unit: SECP has set up a Fraud 01, 2006, respectively. Investigation Unit which mainly targets the prevention and Prohibition on use of Group Account by Central detection of white-collar financial crimes. The unit aims to Depository System Participants: The closure of Group develop strong fraud detection and investigation structure for Account Facility at Central Depository Company (CDC) from creating deterrence against financial frauds and conducts April 30, 2005, has ensured greater transparency and investigations under laws administered by SECP. higher standards of disclosure in securities market transactions. It has greatly assisted in discouraging frauds, money laundering and other unethical practices.

Replacement of Carry-Over Trading financing by Continuous Financing System, Margin Financing / Futures Market: Carry-Over Trading (COT) / Badla was completely eliminated subsequent to the introduction of Continuous Financing System (CFS) in August 2005. CFS Regulations provide several crucial risk mitigation measures, preserves market integrity, investor protection and confidence measures.

Non Banking Finance Companies and Notified Entities Regulations, 2007 / Directions to NBFCs: SECP issued Capacity Building: SECP has developed a series of in-house Non Banking Finance Companies (NBFCs) and Notified training courses for capacity building of its employees and Entities Regulations, 2007 to enable NBFCs to safeguard conducted trainings on (i) “Anti-Money Laundering and themselves against money laundering activities and other Financial Crime Prevention” by UK based 'Terrapin financial unlawful trades. SECP also directed NBFCs to accept Training' and (ii) “Auditing and Cyber Forensic”. SECP also deposits from investors only after ensuring that an account participated in the following programs:has been opened in their names using a standardized

· APG Training Workshop for Jurisdictions undergoing a account opening form. NBFCs were further directed to use Mutual Evaluation Assessment' in Singapore from 17th crossed cheques for payments and receipts exceeding Rs. to 20th March 2008.50,000/- from July 01, 2003. On-site inspection of NBFC's 3rd Annual Middle East Anti Money Laundering Forum, and brokerage houses has also been initiated. Bahrain 25th and 26th May, 2008.Directions to Modarbas: Upon SECP's directives a

The KYC form aims at discouraging money laundering by focusing on 'know your customer' principle and will foster

greater market transparency and investor confidence

Fraud investigation unit aims to develop

strong fraud detection and investigation

structure for creating deterrence against

financial frauds and conducts investigations

under laws administered by SECP

August / September 2008

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Also there is lack of convergence of Shariah interpretations. here is increasing global demand from the investing T Distinctive jurisdictions have adopted different practices in community, international institutions and corporations relation to assorted Islamic capital market products and for Islamic capital market products and services. This services. This is a consequence of the varying explanation on requirement is motivated by an increasing integer of Muslim various Shariah issues in transversely jurisdictions, which is investors who are looking for products and modes of rooted in the different schools of thought among Shariah investment that are satisfactory and in observance with the scholars. The synchronization of Shariah interpretations could Shariah. Within this perspective, Islamic capital market escort to the formation of more standardized Islamic capital products also reveal much in customary with another drift, market products enhancing the overall growth of the Islamic that is, the inclination for ethical investing. The cohesion capital market. For instance, the Malaysian and Qatar Global exists because Islamic capital market products, being Islamic Bonds (Sukuk) are two examples of Islamic products that Shariah-compliant, may be viewed as having ethical

are internationally accepted, having satisfied underpinnings by virtue of the embargo of a l l v a r y i n g S h a r i a h c o m p l i a n c e involvement with, among others, alcohol, requirements, and are listed on several tobacco and gambling, there is an global exchanges.inadequate supply of Islamic capital market

products and services offered to gratify the The variety of Shariah-compliant fixed

different needs of issuers, investors and income and risk management products

other market participants. The momentous including derivative products should be

effect of this demand-supply disparity expanded for capital raising requirements as

results in a higher price to investors eager to well as for hush-hush asset allocation,

invest in Islamic capital market products hedging and diversification needs. The

and services.pioneering efforts by Saudi Economic and Development Company (SEDCO) to

On the contrary, there are recent issues commence Islamic hedge funds can be seen being debated in relation to the pertinent as steps towards filling the space in product acquaintance and skills of the Islamic fund availability. In addition, the endeavor to manager, both in determining the introduce Islamic capital market products investable products as well as in ensuring which present floating rates is another that the communal investment scheme is potential development path that can be managed and administered according to Shariah principles. explored. At present, almost all Islamic capital market products Malaysia, for instance, has introduced explicit guidelines on offer fixed rate returns based on the deferred-payment sale Shariah funds requiring the Shariah advisor as well as the (bai` bithaman ajil) and cost-plus sale (murabahah) concepts. As compliance official to be well versed both in the domain of such, the leasing (ijarah) concept that has been applied in fund management as well as in Shariah principles. structuring Islamic global bonds can be utilized in structuring

new Islamic products that offer floating rate returns. In addition, Islamic capital market stock broking activities have been the existence of a reliable market-based standard yield curve for developed in jurisdictions such as Malaysia, Kuwait and the Islamic bonds is fundamental, as this would assist the price United Kingdom. While the activities are synchronized discovery process of Islamic bonds and augment the efficient within the same institutional and regulatory outline as that pricing of Islamic bonds issues. One of the greatest challenges of usual stock broking, the added requirement is in relation for Islamic capital market intermediaries remains is to ensure to the Shariah-compliant nature of their activities. that the associated costs of issuing and trading Islamic capital

market products and services are analogous to traditional Intermediaries can also supply Shariah-compliant margin- products.financing services to the clients. In many cases, this would be

Several of the Islamic international organizations have begun to structured as a murabahah channel. Another key concern is look into and deliberate upon regulatory and accounting issues the need to enhance knowledge, skills and professionalism pertinent to Islamic Capital Markets. IOSCO may have a role in of front-line individuals such as brokers and advisors in contributing to these international deliberations, predominantly providing investment advice to investors. This raises an in providing its views and supervision on matters such as investor added question for Islamic intermediaries, which is whether protection and international enforcement co-operation, as well requirements for Shariah proficiency should be considered as its know-how in market regulation. The need is of the in tandem with other factors such as educational interaction which is imperative to guarantee that any qualification and industry awareness by investors when pronouncements affecting the Islamic capital market are choosing their Islamic investment consultant. developed effectively and efficiently.

REGULATORY CHALLENGES IN ISLAMIC CAPITAL MARKETS – II By Faraz Uddin Amjad

Securities and Exchange Commission of PakistanAugust / September 2008

As such, the leasing

(ijarah) concept that

has been applied in

structuring Islamic

global bonds can be

utilized in structuring

new Islamic products

that offer floating rate

returns

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Securities and Exchange Commission of Pakistan

Imran Hussain Minhas, Joint DirectorHostile Takeover

shares of any one company, in one person or group without he term “hostile takeover” sounds nasty, it seems like an T consent of the existing management beyond a certain limit, alien invasion on the Company. To easily understand the sufficient time should be given by the acquirer to the term it is an attempt (by the Acquirer) to obtain the control of shareholders to consider his tender offer and the tender offer the target Company against the wishes of controlling should be given to all the shareholders at the same time and management. It is natural that every management and rate.sponsors resists to an unwanted attempt to hijack the

management of their company as they want to save their We leave the answers of above questions for the policy makers, interests in the Company. Hostile takeover efforts pose a but one should be well aware of the possible consequences, of number of regulatory problems for listed companies and for foreign investors' takeovers/hostile takeovers of locally well the capital market as well. Therefore a number of well managed and blue chip companies, which are as under:managed and profit earning companies hesitate to enlist

themselves due to potential threat of hostile takeover. The ! Takeovers can be destructive to a local economy where the

hostile takeover involves a direct and attractive offer to foreign acquirer moves the principal offices of the Company

Target company's shareholders to buy their shares to which to their parent country.

the shareholders respond happily due to handsome ! The acquirer remits major portion of profits to their home

premium involved in the offer. country and it increases the ratio of capital flight from the

country. ! The local investors remain with the low capital and wealthy

foreign investors get the control of all major businesses of

the target country. ! The local management is replaced by the outsiders and

investment opportunities for the local management

squeeze down.! The acquirer may close part of the business located in the

under developed or less productive areas of the country thus

resulting increase in un-employment in the country. This has

actually happened in Poland, where nearly every major

national bank has now been taken over by a foreign bank,

and some major businesses that were listed on the Warsaw

Stock Exchange are now owned entirely by foreigners and There are some pluses in the takeovers that can lead to

local investors are left with lower capital to compete the more efficient management and more productive

foreign invaders. companies, it might be very productive for developed and

! The foreign investments in the blue chip enterprises give rich nations but developing nations like Pakistan should

temporary relief to the Governments and later on people address the following basic questions:

face the trickle down effects in shape of inflation, high

interest rates, deterioration in balance of trade and greater 1) Should hostile takeovers be permitted in the

budget deficits etc.country?

2) Should it be allowed to foreign investors without the

approval of local sponsors of the Company as well?3) If yes, to what extent?

If answer to hostile take is no, then it is fair to ask whether

protective measures, against foreign and hostile takeovers

are appropriate in developing economies, even if not

appropriate in developed markets. The regulatory

authorities can provide a shield to local companies from

hostile takeover in the form of appropriate and timely

disclosure requirements, restriction on accumulation of

Hostile takeover efforts pose a number of regulatory problems for listed

companies and for the capital market as well. Therefore a number of well

managed and profit earning companies hesitate to enlist themselves due to potential threat of hostile takeover

If answer to hostile take is no, then it is fair to

ask whether protective measures, against

foreign and hostile takeovers are

appropriate in developing economies, even

if not appropriate in developed markets

August / September 2008

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said transparency is a ECP achieved an S major area which needs important milestone to be focused upon by all this month by launching g o v e r n m e n t eServ ice project , a departments. “eServices pa ckage o f h i gh l y project is the right step advanced online facilities t a k e n , k e e p i n g i n fo r the bene f i t o f consideration our future c o r p o r a t e s e c t o r , requirements, economic c o m p a n i e s a n d d e v e l o p m e n t , a n d individuals. t e c h n o l o g i c a l

The project was formally advancement.”launched by the Federal

Earlier, the launch of the Minister for Finance and project was announced Revenue, Privatisation by the Chairman SECP, and Investment, Syed Razi-ur-Rahman Khan, at Naveed Qamar on

a marathon press conference held in Islamabad on Monday, Friday, August 29, 2008 in the NIC Auditorium. The August 25, 2008. The Chairman was accompanied by Executive ceremony was also attended by the Chairman SECP Razi-ur-Director Registration Department Mr. Nazir Ahmed Shaheen, Rahman Khan, senior government officials, senior Executive Director Information Services and Technology management and officials of SECP. Department Mr. Arshad Javed Minhas, Head of the Internal &

Important features of the ceremony include an articulate External Communications Mr. Imran Ghaznavi and a presentation on eServices by the Executive Director, representative from the National Institute of Facilitation Information Services & Technology Department, Mr. Arshad Technologies (NIFT). Javed Minhas, project inauguration by the chief guest,

The Chairman briefed the national media on the facilities that speeches by Mr. Naveed Qamar and Mr. Razi-ur-Rahman eServices offered to the business community and investors. He Khan and vote of thanks by Commissioner SECP Mr. Tariq said the project aimed to improve efficiency and effectiveness of Asaf Hussain.the business processes of SECP, created a speedy and

The chief guest in his speech appreciated SECP for taking transparent paperless environment which would make it easier such an important initiative saying that it would encourage for the business community to interact with SECP to obtain the corporate sector and domestic and foreign investors. He information.

eServices Project Formally Launched

Securities and Exchange Commission of Pakistan

Federal Minister for Finance and Revenue Syed Naveed Qamaraddressing the launching ceremony of eServices project

Chairman SECP Razi-ur-Rahman Khan announcing launchof eServices project in press conference

Participants of eServices project launch ceremony at theNIC Auditorium Islamabad

August / September 2008

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Securities and Exchange Commission of Pakistan

While speaking at the occasion, Dr. Vibhakar said that as a ECP announced the launch of Analyst Certification S gesture of support for this important cause being undertaken by Program in collaboration with the CFA Institute and CFA SECP, CFA Institute is announcing 100 scholarships for CFA Pakistan. The announcement was made at a joint press

candidates in Pakistan. Dr. Ashvin said, conference by SECP, CFA Institute and “CFA Institute has allocated 100 need-CFA Pakistan in Karachi. based scholarships for CFA candidates

Addressing the press conference, in Pakistan for calendar year 2009, Chairman SECP Mr. Razi-ur-Rahman thanks largely to the continuous efforts Khan said that SECP has taken a major of our former Board of Governor step to move towards a regime where Member Mr. Khalid Ghayur, CFA. These financial market participants have the scholarships will be awarded through necessary and relevant knowledge and CFA Pakistan. Traditionally we have technical expertise supported by only been giving 10 scholarships to certification program. each of our societies around the world.”

He thanked SECP Chairman and his “The present environment in Pakistan's entire team for the support that has capital markets does not mandate been provided to CFA Pakistan. minimum levels of required knowledge

for capital market participants or Chairman SECP also announced that SECP will provide a total of intermediaries,” Mr. Khan added that the various types of 150 scholarships for the two components of the ACP. SECP will financial intermediaries operating in capital and money offer 50 scholarships for CFA Level 1 examination and another market in Pakistan need to be adequately trained and 100 scholarships for the local module of the certification certified in order to improve the overall profile and program. The scholarships will be awarded on need-cum-merit functioning of the capital markets in the country.through a transparent mechanism which will be determined by

The Chairman SECP thanked Dr. Ashvin P. Vibhakar, CFA, the Board of the Institute of Capital Markets. Deputy Head of Asia Pacific Operations for CFA Institute, Mr. Khalid Ghayur, CFA and Mr. While speaking on the occasion Mohammad Shoaib, CFA for Mr. Mohammad Shoaib, CFA, their support in promoting best stated that CFA Pakistan is practices and professional committed to work closely with excellence for investment t h e r e g u l a t o r s a n d a l l advisors and research analysts stakeholders in financial markets in Pakistan. to improve the level of

pro fess ional and e th ica l Speaking on the occasion, Dr. standards in the country. He also Vibhakar mentioned that CFA thanked Chairman SECP for Institute and CFA Pakistan are providing CFA Pakistan an pleased to collaborate with opportunity to work closely SECP and help improve the with SECP team towards professional excellence of a c h i e v e m e n t o f t h i s investment professionals in objective.Pakistan.

Chairman SECP also announced that SECP will provide a total of

150 scholarships for the two components of the ACP. SECP will offer 50 scholarships for CFA Level 1 examination and another 100 scholarships for

the local module of the certification program

August / September 2008

Roll-out of Analyst Certification Program

Chairman SECP Mr. Razi-ur-Rahman Khan and Deputy Head of Asia Pacific Operations for CFA InstituteDr. Ashvin Vibhakar addressing the Roll-out of Analyst Certification Program

Mr. Razi-ur-Rahman Khan replying to questions of journalists

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Securities and Exchange Commission of Pakistan

BIRTHDAYS AUGUST 08S.No Names Designation Date of Birth

1 Ayaz Ahmad Sr. Support Executive August 2

2 Mian Nazim Shah Sr. Executive Secretary August 3

3 Nazir Ahmed Shaheen Executive Director August 3

4

Abid Ali Abid

Assistant Registrar

August 6

5

Muhammad Imran

Assistant Director

August 6

6

Syed Sakhawat Ali

Office Attendant

August 6

7

Abdul Rehman Laghari

Joint Director

August 7

8

Muhammad Farooq Qureshi

Deputy Director

August 7

9

Jawid Hussain

Office Attendant

August 7

10

Tasneem Hajira

Executive Secretary

August 8

11

Waseem Irshad

Director

August 9

12

Syed Nazeer Ahmed

Office Attendant

August 10

13

Muhammad Ashraf

Assistant Support Executive

August 11

14

Dr. Rubina Tahir

Medical Officer

August 11

15

Muhammad Waris

Junior Executive

August 12

16

Muhammad Ashraf Tiwana

Director

August 12

17

Muhammad Saghir

Executive Secretary

August 13

18

Muhammad Suhail

Deputy Director

August 14

19

Hina Gul

Assistant Director

August 14

20

Izhar ul Haq

Assistant Support Executive

August 15

21

Muhammad Abdul Quddus

Executive Officer

August 16

22

Shaukat Ali

Executive Officer

August 16

23

Syed Murtaza Abbas Naqvi

Deputy Director

August 18

24

Muhammad Barkat Ullah

Deputy Registrar

August 19

25

Adeel Raza

Support Executive

August 20

26

Tahir Hussain

Office Attendant

August 20

27

Aliya Fatima

Support Executive

August 24

28

M Nasir Khan Yousuf Zai

Assistant Registrar

August 25

29

Amir Azeez

Joint Director

August 26

30

Ajmal Bin Hameed

Executive Officer

August 29

31

Ahmed Arsalan

Joint Director

August 29

32

Mubeen Ashraf

Assistant Director

August 29

33

Khalida Habib

Joint Director

August 30

34

Imran Khan Baloch

Junior Executive

August 30

35

Syed Ali Adnan

Deputy Director

August 31

DEATHS AUGUST 08! Mr. Abdul Qayyum,

Support Executive of the Securities Market Division(SMD) died on August 19, 2008.

The United States first credit rating agency, Mercantile Service, is founded in New York City by LewisTappan, who reasoned in the aftermath of the Panic of 1837 that wholesalers would pay good money for reliable credit information on the country storekeepers who wanted to buy their goods. By the autumn he had 133 subscribers. A branch opened in Boston in 1843. By 1848 the firm had hundreds of correspondents and had spawned a number of imitators and competitors; Tappan was earning enough ($15,000 per year) so that he could retire and devote himself to the antislavery and reform issues that were uppermost in his heart. In 1859 the firm was purchased by one of its executives, Graham Dun, who went on to establish the present day credited assessment firm of Dun & Bradstreet in 1933.

It is a rare occurrence when the New York Stock Exchanges closes on a day that trading is scheduled. In its 200-year history it has closed just three times for other reasons, but it has been closed twice on August 4 for financial reasons. Today it closed due to the summer heat, and on the same day in 1933 it closed again-this time at 12:30 in the afternoon for safety reasons after gas bomb exploded nearby.

EVENTS AUGUST 2008Staff Development Training Program

Staff Development Training Program was held in late August for the first time in the history of SECP. A comprehensive two day program on soft skills for support staff and one day program for office attendants on soft and technical skills has been designed. All support staff and office attendants would be trained by in-house trainers in batches all SECP offices across Pakistan. The program would to be held in Lahore, Karachi and Islamabad. This is yet another initiative of HR & Training Division for the development of Human Resource at SECP.

Climate Survey

Climate Survey was completed and the results were shared with all officers of SECP.

Management Development Program (MDP)

The last MDP concluded in August, 2008. MDP was specifically designed & approved by of the Commission to improve the professional capabilities of employees in areas such as leadership, conflict management, decision making, negotiating skills etc. In all the 14 programs held at Islamabad and Karachi all officers of SECP have been trained.

Acceptance of news Terms and Conditions of Employment

This year 16 officers, who had initiallay not opted for the new terms and conditions of employment because of their own will or due to the performance rating, were offered new terms and conditions by HR & Training Division after the approval of the Commission. Out of 16, 13 have accepted the news terms and conditions thereby increasing the acceptability of the same to 94 percent.

This Month in History of BusinessThis Month in History of BusinessThis Month in History of Business

August / September 2008

(01,0 8,1841)

(04,08,1790)

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w w w . s e c p . g o v . p k

August / September 2008

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August / September 2008